Sec Form 4 Filing - TAUSCHER WILLIAM Y @ BLACKHAWK NETWORK HOLDINGS, INC - 2018-03-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TAUSCHER WILLIAM Y 2. Issuer Name and Ticker or Trading Symbol BLACKHAWK NETWORK HOLDINGS, INC [ HAWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 6220 STONERIDGE MALL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2018 (Street) PLEASANTON, CA94588 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/13/2018 M 375,000 ( 1 ) A $ 17.531 ( 2 ) 556,405 D Common Stock 03/13/2018 F 259,996 ( 3 ) D $ 44.75 ( 4 ) 296,409 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Purchase) $ 17.531 03/13/2018 M 375,000 08/12/2015 03/14/2018 Common Stock 375,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TAUSCHER WILLIAM Y 6220 STONERIDGE MALL ROAD PLEASANTON, CA94588 X Executive Chairman Signatures /s/ YANG LIU, Attorney-in-Fact 03/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of common stock acquired upon exercise of stock options by the Reporting Person. ( 2 )Reflects the per-share exercise price of the common stock upon exercise of such stock options. ( 3 )Represents shares of common stock forfeited to the Issuer to satisfy the exercise price and tax-withholding obligations of the Reporting Person in connection with the exercise of stock options. ( 4 )Represents the closing price of the common stock on the date of forfeiture.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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